After he leaves to find Dillon, bounty hunters, the same men who attacked Dillon on the riverbank, led by Digger McCloud, arrive and take Flagg's wife hostage. Later, in the ravaged camp several more bounty hunters hold Bright Water, but she is rescued by Lt. Dexter and Dillon. Mannon arrives in Dodge City demanding to find the marshal. Mannon and Miss Kitty each have a series of flashbacks. Talking to Hannah, the barkeep, Kitty reveals that she didn't marry Dillon because she couldn't bear to have him wounded near death all of the time, and she left for New Orleans when Dillon retired. She then recalls how the gunslinger and killer Mannon abused her and was finally brought to justice by Marshal Dillon twelve years ago. Once again, Mannon takes Kitty captive to blackmail Dillon. The new marshal, Newly, rides to bring Dillon to Dodge. Flagg reunites with his daughter, Bright Water, and Dillon, and they are about to rescue his wife when Lt. Dexter shows up and gets wounded the next day in the gunfight. Too slow to outrun the bounty hunters, Flagg sacrifices himself to hold off the pursuit while Dillon takes the women and the wounded officer to the trail to the fort. Dillon returns and fights off the bounty hunters, but Flagg is killed before he can go to Canada. The new marshal Newly finds Dillon at his cabin and tells him Kitty is in danger from Mannon, but his horse breaks a leg and Dillon has to go on alone. Kitty is held in a hotel room in Dodge by Mannon. She manages to throw his gun belt out the window just as Dillon arrives. The inebriated Mannon is then tossed out the window by Dillon. In the dusty night street he draws one last time, but Dillon is faster and shoots him dead. The townspeople gather at the scene as their former marshal leaves. Kitty watches from the window. Cast James Arness as Matt Dillon Amanda Blake as Miss Kitty Russell Steve Forrest as Will Mannon Buck Taylor as Newly O'Brien Earl Holliman as Jake Flagg Fran Ryan as Hannah Ken Olandt as Lt. Brian Dexter W. Morgan Sheppard as Digger McCloud Patrice Martinez as Bright Water Tantoo Cardinal as Little Doe Also starring: Mickey Jones as Oakum Featuring: Frank M. Totino as Logan Robert Koons as Warden Brown Walter Kaasa as Judge Collins